AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT AMERICAN FUNDS GROWTH-INCOME PORTFOLIO of the PACIFIC SELECT FUND

Exhibit (h)(35)(b)

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
of the
PACIFIC SELECT FUND

     The Expense Limitation Agreement for the American Funds Growth-Income Portfolio made the 1^st day of May, 2005, between Pacific Life Insurance Company (the “Adviser”) and Pacific Select Fund (the “Trust”), on behalf of the American Funds Growth-Income Portfolio (the “Portfolio”), is amended and restated effective April 28, 2006 (the “Agreement”).

     WHEREAS, the Trust is a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type; and

     WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated November 9, 1987, amended and restated on January 1, 2005 as amended from time to time (“Advisory Contract”), pursuant to which the Adviser provides investment advisory services to the Portfolios for compensation based on the value of the average daily net assets of the Portfolios; and

     WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of the Portfolio and its shareholders to maintain the expenses of the Portfolio at levels agreeable to the Trust and the Adviser;

     NOW THEREFORE, the parties hereto agree as follows:

I. Expense Limitation.

	A.		Expense Limit. For purposes of this Agreement “Portfolio Operating Expenses” shall consist of the ordinary operating expenses incurred by the Portfolio in any fiscal year, which shall include investment advisory fees and other management and administrative fees payable to the Adviser, distribution and/or service fees, other expenses that are deducted from the Portfolio’s assets (which may be determined with reference to the amounts shown as expenses in the Portfolio’s statement of operations), and the proportionate share of the net fees and expenses of any master fund in which the Portfolio may invest, but do not include extraordinary expenses as determined under generally accepted accounting principles. To the extent that the Portfolio Operating Expenses incurred by the Portfolio in any fiscal year exceed 1.01%, based on a percentage of the average daily net assets of the Portfolio for the period described in Section I.B., the Adviser shall waive its fees under the Advisory Agreement or otherwise reimburse the Portfolio for such excess amount (the “Excess Amount”).
	B.		Method of Computation. To determine the Adviser’s obligation with respect to the Excess Amount, each day the Portfolio Operating Expenses for the Portfolio shall be annualized. If the annualized Portfolio Operating Expenses of the Portfolio for any month exceeds 1.01%, the Adviser shall waive or reduce its fee under the Advisory Agreement or remit to that Portfolio an amount that, together

			with the waived or reduced investment advisory fee, is sufficient to pay that day’s Excess Amount.
	C.		Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Portfolio with respect to the previous fiscal year shall equal the Excess Amount.

II. Term and Termination of Agreement.

     This Agreement shall have a term of two years from the effective date shown above, This Agreement shall automatically renew for one-year terms unless the Adviser provides written notice of the termination of this Agreement to the Trust at least 10 days prior to the end of the then-current term. In addition, this Agreement shall terminate upon termination of the Advisory Contract, or it may be terminated by the Trust, without payment of any penalty, upon ninety (90) days’ prior written notice to the Adviser at its principal place of business.

III. Miscellaneous.

	A.		Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
	B.		Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Contract or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Contract or the 1940 Act, and in the case of the ordinary operating expenses incurred by the Portfolio, as described in Section I.A., above, shall be resolved by reference to the requirements in Form N-1A, Item 3, respecting the presentation of annual fund operating expenses in the fee table.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

Effective April 28, 2006, agreed to and accepted by:

PACIFIC SELECT FUND

BY: /s/ XXXXX X. XXXXXX 

Name: Xxxxx X. Xxxxxx
Title: President

PACIFIC LIFE INSURANCE COMPANY

BY: /s/ XXXXX X. XXXXXX 

Name: Xxxxx X. Xxxxxx
Title: Chief Operating Officer

BY: /s/ XXXXXX X. MILFS 

Name: Xxxxxx X. Milfs
Title: Secretary

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