EX-99.(D)(B)(17) 3 a30183bexv99wxdyxbyx17y.htm EXHIBIT (D)(B)(17) exv99wxdyxbyx17y
Exhibit (d)(b)(17)
ADVISORY FEE WAIVER AGREEMENT
MID-CAP GROWTH PORTFOLIO
OF PACIFIC SELECT FUND
          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 Mid-Cap Growth Portfolio, a series portfolio of the Trust (the “Fund”), is effective as of November 1, 2013.
          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;
          WHEREAS, the Fund is sub-advised by Ivy Investment Management Company (“Ivy”); and
          WHEREAS, the Trust and the Adviser are parties to the Amended and Restated Investment Advisory Agreement, dated January 1, 2005 (the “Advisory Contract”), as amended, pursuant to which the Adviser provides investment advisory services to the Fund for compensation based on the value of the average daily net assets of the Fund;
          NOW THEREFOR, the parties hereto agree as follows:
  I.   Advisory Fee Waiver
  A.   Amount of Waiver. During the term of this Agreement, for so long as Ivy remains the sub-adviser of the Fund, the Adviser hereby agrees to waive 0.05% off of its investment advisory fee for the Fund.
  II.   Term and Termination of Agreement
  A.   This Agreement shall have a term commencing on November 1, 2013 and ending April 30, 2015.
  B.   Notwithstanding sub-paragraph (A) above, 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 provisions hereof or otherwise affect their construction or effect.

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  B.   Definitions. Any question or 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.
  C.   Choice of Law. This Agreement shall be governed by the law of the State of California, without regard to the conflict of law provision thereof.
          IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorize and their respective corporate seals be hereunto affixed, as of the day and year first above written.
                     
Pacific Select Fund                
 
                   
By:
  /s/ Howard T. Hirakawa
 
Name: Howard T. Hirakawa
      By:   /s/ Laurene E. MacElwee
 
Name: Laurene E. MacElwee
   
 
  Title: Vice President           Title: VP & Assistant Secretary    
 
                   
Pacific Life Fund Advisors LLC                
 
                   
By:
  /s/ Howard T. Hirakawa
 
Name: Howard T. Hirakawa
      By:   /s/ Laurene E. MacElwee
 
Name: Laurene E. MacElwee
   
 
  Title: VP, Fund Advisor Operations           Title: VP & Assistant Secretary    

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