0000892569-08-001356 Sample Contracts

FORM OF PORTFOLIO MANAGEMENT AGREEMENT
Management Agreement • October 1st, 2008 • Pacific Select Fund • California

AGREEMENT made effective the [1st day of May, 2009] among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and BlackRock Capital Management, Inc., a Delaware corporation (“Portfolio Manager”), and Pacific Select Fund, a Massachusetts Business Trust (the “Fund”).

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FORM OF AMENDMENT NO. 2 To the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2008 • Pacific Select Fund

Effective [January 1, 2009], this Amendment, to the Fund Participation Agreement dated March 28, 2005 as amended to date, is entered into among Pacific Life & Annuity Company, Pacific Life Fund Advisors LLC, Pacific Select Fund (the “Trust”), Pacific Select Distributors, Inc., American Funds Insurance Series, American Funds Distributors and Capital Research and Management Company (“Agreement”).

PACIFIC SELECT FUND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 1st, 2008 • Pacific Select Fund

THIS AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT (the “Amendment”) effective May 1, 2008, by and between Pacific Life Fund Advisors LLC (the “Adviser” or “PLFA”) and Pacific Select Fund (“Trust”), on behalf of each of the Trust’s separate portfolios (each a “Portfolio”, collectively, the “Portfolios”).

FORM OF MASTER-FEEDER ADDENDUM TO THE AMENDED AND RESTATED ADVISORY AGREEMENT
Pacific Select Fund • October 1st, 2008

This Addendum relates to and is part of the Amended and Restated Investment Advisory Agreement dated January 1, 2005 (“Advisory Agreement”), as amended to date, between Pacific Select Fund, a Massachusetts business trust (the “Fund”), and Pacific Life Fund Advisors LLC, a Delaware limited liability company(the “Adviser”). The Fund had previously created two new portfolios, the American Funds Growth Portfolio and American Funds Growth-Income Portfolio and is creating a third portfolio to be named the American Funds Asset Allocation Portfolio (each a “Portfolio” and collectively, the “Portfolios”), and desires to retain the Adviser to provide advisory services to the Portfolios pursuant to the Advisory Agreement, as modified hereto. Effective January 1, 2009, this Addendum replaces in its entirety the prior Master-Feeder Addendum to the Advisory Agreement.

FORM OF ADVISORY FEE WAIVER AGREEMENT AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO OF PACIFIC SELECT FUND
Pacific Select Fund • October 1st, 2008 • California

This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Select Fund (the “Trust”), on behalf of the American Funds Asset Allocation Portfolio, a portfolio of the Trust (the “Portfolio” or the “Feeder Portfolio”) is effective as of January 1, 2009.

AMENDMENT NO. 1 TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • October 1st, 2008 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) first made the 1st day of May, 2008 by and among Pacific Life Fund Advisors LLC, a Delaware limited liability company (“Investment Adviser”), Pacific Select Fund, a Massachusetts business trust (“Fund”), and J.P. Morgan Investment Management Inc., a Delaware corporation (“JP Morgan”), is hereby amended to add the provisions set forth below (the “Amendment”), which is made this 30th day of June, 2008. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 1st, 2008 • Pacific Select Fund • California

This Amended and Restated TRANSFER AGENCY AGREEMENT (“Agreement”) is made as of this 28th day of July, 2006 by and between PACIFIC SELECT FUND (“Fund”), a Massachusetts business trust having its principal place of business at 700 Newport Center Drive, Newport Beach, California 92660 and PACIFIC LIFE INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Nebraska, having its executive office at 700 Newport Center Drive, Newport Beach, California, 92660.

AMENDMENT NO. 1 TO THE PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • October 1st, 2008 • Pacific Select Fund

The Portfolio Management Agreement (the “Agreement”) first made the 1st day of May, 2008 by and among Pacific Life Fund Advisors LLC, a Delaware limited liability company (“Investment Adviser”), Pacific Select Fund, a Massachusetts business trust (“Fund”), and Analytic Investors, LLC, a Delaware limited liability company (“Analytic”), is hereby amended to add the provisions set forth below (the “Amendment”), which is made this 30th day of June, 2008. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

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