FORM OF PACIFIC LIFE FUNDS AMENDMENT NO. 4 TO THE FUND MANAGEMENT AGREEMENT WITH PIMCO

Exhibit (d)(5)(f)

FORM OF
PACIFIC LIFE FUNDS
AMENDMENT NO. 4 TO THE FUND MANAGEMENT AGREEMENT
WITH PIMCO

     The Fund Management Agreement (the “Agreement”) first made the 1^st day of September, 2001 and amended the 2^nd day of August, 2004 , on the 9^th day of December, 2005, and again on the 1^st day of May 2007, by and among Pacific Life Insurance Company, a Nebraska corporation (“Pacific Life”), Pacific Investment Management Company LLC (“PIMCO”), a Delaware limited liability company, and Pacific Life Funds, a Delaware statutory trust (“Trust”), which Agreement was transferred and assigned from Pacific Life to Pacific Life Fund Advisors LLC (the “Investment Adviser”), a Delaware limited liability company, on the 1^st day of May 2007 and was amended a third time on that date, is hereby amended a fourth time to add the provisions set forth below (the “Amendment”), which is made this 1st day of May, 2008. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

     WHEREAS, the Trust is registered with the Securities and Exchange Commission as an open-end management investment company;

     WHEREAS, the Trust offers shares in several Funds, two of which are designated the PL Inflation Managed and PL Managed Bond Funds;

     WHEREAS, pursuant to the Agreement, Investment Adviser and the Trust have appointed PIMCO as Fund Manager to the PL Inflation Managed and PL Managed Bond Funds and PIMCO has accepted such appointment;

     WHEREAS, the Investment Adviser, PIMCO and the Trust desire to amend the Agreement in accordance with the provisions set forth in this Amendment; and

     NOW THEREFORE, In consideration of the renewal of the premises, the promises, and the mutual covenants contained in the Agreement and the good and valuable consideration paid in connection with the Agreement, the receipt and sufficiency of which are hereby acknowledged, the Trust, Investment Adviser and PIMCO hereby agree that the Agreement is amended and supplemented as follows:

1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following:

See attached Exhibit A

          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers designated below on the day and year first above written.

PACIFIC LIFE FUNDS
By:
Name:
Title:
PACIFIC LIFE FUND ADVISORS LLC
By:						By:
Name:						Name:
Title:						Title:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:
Name:
Title:

EXHIBIT A

PACIFIC LIFE FUNDS
FEE SCHEDULE

Effective: May 1, 2008

     Fund: PL Managed Bond

          The Investment Adviser will pay to the Fund Manager a monthly fee based on an annual percentage of the combined average daily net assets of the PL Managed Bond Fund of Pacific Life Funds and the Managed Bond Portfolio of Pacific Select Fund according to the following calculation:

		(a)		Rate (%)				Break Point (assets)
					0.25	%		On the first $1 billion
					0.225	%		On the excess

     (b) the ratio of the PL Managed Bond Fund average daily net assets over the combined assets.

Fund: PL Inflation Managed

     The Investment Adviser will pay to the Fund Manager a monthly fee based on an annual percentage of the combined average daily net assets of the PL Inflation Managed Fund of Pacific Life Funds and the Inflation Managed Portfolio of Pacific Select Fund according to the following calculation:

		(a)		Rate (%)				Break Point (assets)
					0.25	%		On the first $1 billion
					0.20	%		On the excess

     (b) the ratio of the PL Inflation Managed Fund average daily net assets over the combined assets.

     The fees for services shall be prorated for any portion of a year in which the Agreement is not effective.