0000950123-12-007190 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 27th, 2012 • Pacific Select Fund • California

AGREEMENT made effective the 1st day of May, 2012 among Ashmore Investment Management Limited, a private company incorporated in the United Kingdom (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Select Fund, a Massachusetts Business Trust.

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PACIFIC SELECT FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST September 15, 2011
Agreement and Declaration of Trust • April 27th, 2012 • Pacific Select Fund

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (this “Declaration of Trust” or this “Declaration”) of Pacific Select Fund is made this 15th day of September, 2011 by the parties signatory hereto, as trustees (such persons, so long as they shall continue in office in accordance with the terms of this Declaration of Trust, and all other persons who at the time in question have been duly elected or appointed as trustees in accordance with the provisions of this Declaration of Trust and are then in office, being hereinafter called the “Trustees”) and by the holders of shares of beneficial interest issued and to be issued in the future hereunder hereinafter provided.

SECURITIES LENDING AND SERVICES AGREEMENT BETWEEN PACIFIC SELECT FUND ON BEHALF OF THE LONG/SHORT LARGE CAP PORTFOLIO AND STATE STREET BANK AND TRUST COMPANY
Securities Lending and Services Agreement • April 27th, 2012 • Pacific Select Fund • Massachusetts

Agreement (the “Agreement”) dated the 17th day of April, 2009 between Pacific Select Fund on behalf of the Long/Short Large Cap Portfolio (“Borrower”), a series of Pacific Select Fund, a business trust organized and existing under the laws of the Commonwealth of Massachusetts, and State Street Bank and Trust Company, a Massachusetts trust company (“Lender”), setting forth the terms and conditions under which Lender, from time to time on its own behalf, may lend certain securities to Borrower, against the receipt of Collateral.

SECURITIES LENDING AUTHORIZATION AGREEMENT Between PACIFIC SELECT FUND ON BEHALF OF THE LONG/SHORT LARGE-CAP PORTFOLIO and STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • April 27th, 2012 • Pacific Select Fund • Massachusetts

Agreement dated the 17th day of April, 2009 between PACIFIC SELECT FUND ON BEHALF OF THE LONG/SHORT LARGE-CAP PORTFOLIO (the “Client”), a business trust organized and existing under the laws of the Commonwealth of Massachusetts, and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (defined below) (collectively, “State Street”), setting forth the terms and conditions under which State Street is authorized to act on behalf of the Client with respect to the lending of certain securities of the Client held by State Street as agent, trustee or custodian.

AMENDMENT TO THE ADVISORY FEE WAIVER AGREEMENT For the International Small-Cap Portfolio of Pacific Select Fund
Fee Waiver Agreement • April 27th, 2012 • Pacific Select Fund

THIS AMENDMENT TO ADVISORY FEE WAIVER AGREEMENT (the “Amendment”) is effective as of May 1, 2012, between Pacific Select Fund (the “Trust”), a Massachusetts business trust, on behalf of International Small-Cap Portfolio, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

FIRST AMENDMENT TO SECURITIES LENDING AND SERVICES AGREEMENT (RENAMED HEREIN AS “SECURITIES BORROWING AND SERVICES AGREEMENT”) BETWEEN PACIFIC SELECT FUND ON BEHALF OF THE LONG/SHORT LARGE CAP PORTFOLIO AND STATE STREET BANK AND TRUST COMPANY
Securities Lending and Services Agreement • April 27th, 2012 • Pacific Select Fund

This First Amendment (“Amendment”) dated March 30, 2012 is between Pacific Select Fund on behalf of the Long/Short Large Cap Portfolio (“Borrower”) and State Street Bank and Trust Company (“Lender”).

EXPENSE LIMITATION AGREEMENT For the Pacific Dynamix Portfolios and Underlying Portfolios of Pacific Select Fund
Expense Limitation Agreement • April 27th, 2012 • Pacific Select Fund

THIS EXPENSE LIMITATION AGREEMENT, is entered into as of May 1, 2010 between Pacific Life Fund Advisors LLC (the “Adviser” or “PLFA”) and Pacific Select Fund (the “Trust”), on behalf of each of the Trust’s Pacific Dynamix portfolios and their underlying portfolios (each a “Portfolio,” collectively, the “Portfolios”).

AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT For the Portfolio Optimization Portfolios Of Pacific Select Fund
Expense Limitation Agreement • April 27th, 2012 • Pacific Select Fund

THIS AMENDMENT TO EXPENSE LIMITATION AGREEMENT (the “Amendment”) effective May 1, 2012, between Pacific Select Fund (the “Trust”), a Massachusetts business trust, on behalf of Portfolio Optimization Conservative, Portfolio Optimization Moderate-Conservative, Portfolio Optimization Moderate, Portfolio Optimization Growth and Portfolio Optimization Aggressive-Growth Portfolios, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 27th, 2012 • Pacific Select Fund • Massachusetts

THIS AGREEMENT is made effective the 1st day of May, 2011, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of The Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and PACIFIC SELECT FUND, a Massachusetts business trust having its principal office and place of business at 700 Newport Center Drive, Newport Beach, CA 92660 (the “Trust”).

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