0000892569-05-000013 Sample Contracts

PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • January 26th, 2005 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) made the 15th day of December, 1999 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Fund Asset Management, L.P., doing business as Mercury Advisors (“Portfolio Manager”), a Delaware limited partnership, and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 1st day of July, 2004.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 26th, 2005 • Pacific Select Fund • California

AGREEMENT made the 9th day of November, 1987 between Pacific Select Fund (the “Fund”), a Massachusetts business trust, and Pacific Life Insurance Company (the “Adviser”), a California corporation, as amended and restated on the 1st day of January, 2005 (the “Agreement”).

PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • January 26th, 2005 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) made the 1st day of January, 2003 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, OppenheimerFunds, Inc. (“Portfolio Manager”), a Colorado corporation, and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 1st day of July, 2004.

PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • January 26th, 2005 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) made the 18th day of December, 1998 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Salomon Brothers Asset Management Inc., (“Portfolio Manager”), a Delaware corporation, and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 1st day of July, 2004.

FORM OF FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • January 26th, 2005 • Pacific Select Fund • Massachusetts

THIS AGREEMENT is entered into as of this ___day of ___, 2004, among ___, a life insurance company organized under the laws of the State of ___and the “Insurance Company”, each on behalf of itself and certain of its separate accounts (each, an “Account”), as listed in Appendix B to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing; Adviser TRUST (the “Trust”), an open-end management investment company that is a business trust organized under the laws of the Commonwealth of Massachusetts; ___, a company organized under the laws of the State of ___(“Adviser”); ___(“Distributor”), a broker-dealer and registered investment adviser organized under the laws of the State of ___, which serves as the Trust’s distributor; AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporation organized unde

Distribution Agreement Exhibit A Pacific Select Fund
Distribution Agreement • January 26th, 2005 • Pacific Select Fund
FORM OF EXPENSE LIMITATION AGREEMENT AMERICAN FUNDS GROWTH-INCOME PORTFOLIO of the PACIFIC SELECT FUND
Expense Limitation Agreement • January 26th, 2005 • Pacific Select Fund

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2005, by and between Pacific Life Insurance Company (the “Adviser”) and Pacific Select Fund (the “Trust”), on behalf of the American Funds Growth-Income Portfolio (the “Portfolio”).

PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • January 26th, 2005 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) made the 28th day of December, 1999 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Capital Guardian Trust Company (“Portfolio Manager”), a California corporation, and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 6th day of August, 2004.

FORM OF ADVISORY FEE WAIVER AGREEMENT PACIFIC SELECT FUND
Advisory Fee Waiver Agreement • January 26th, 2005 • Pacific Select Fund • California

ADVISORY FEE WAIVER AGREEMENT, effective as of May 1, 2005, by and between Pacific Life Insurance Company (the “Adviser”) and Pacific Select Fund (the “Trust”), on behalf of the American Funds Growth Portfolio and American Funds Growth-Income Portfolio, each a separate portfolio of the Trust (each a “Portfolio,” collectively, the “Portfolios”).

PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • January 26th, 2005 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) made the 29th day of December, 2000 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, AIM Capital Management, Inc. (“Portfolio Manager”), a Texas corporation, and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 26th day of August, 2004.

FORM OF MASTER-FEEDER ADDENDUM TO THE AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • January 26th, 2005 • Pacific Select Fund

This Addendum relates to and is part of the Amended and Restated Investment Advisory Agreement dated January 1, 2005 (“Advisory Agreement”) between Pacific Select Fund, a Massachusetts business trust (the “Fund”), and Pacific Life Insurance Company, a California corporation (the “Adviser”). The Fund has created two new portfolios to be named the American Funds Growth Portfolio and American Funds Growth-Income Portfolio (collectively, the “Portfolios”), and desires to retain the Adviser to provide advisory services to the Portfolios pursuant to the Advisory Agreement, as modified hereto.

PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • January 26th, 2005 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) made the 5th day of May, 2000 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Pacific Investment Management Company LLC (“Portfolio Manager”), a Delaware limited liability company, and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 5th day of August, 2004.

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