0000892569-04-000751 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 28th, 2004 • Pacific Funds • California

AGREEMENT made effective this 30th day of December, 2003 among Pacific Life Insurance Company, a California corporation (“Investment Adviser”), Goldman Sachs Asset Management, L.P. (“Fund Manager”), a Delaware limited partnership organized under the laws of the State of Delaware, and Pacific Funds, a Delaware statutory trust.

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AMENDMENT NO. 3 TO FUND MANAGEMENT AGREEMENT PACIFIC FUNDS
Fund Management Agreement • June 28th, 2004 • Pacific Funds

THIS AMENDMENT made as of this 4th day of December, 2003, among Pacific Life Insurance Company (“Adviser”), a California corporation, and Massachusetts Financial Services Company, doing business as MFS Investment Management, a corporation organized under the laws of the State of Delaware (“MFS” or “Fund Manager”) and Pacific Funds, a Delaware Business Trust.

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 28th, 2004 • Pacific Funds

The Expense Limitation Agreement made the 13th day of June, 2001, between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), an insurance company domiciled in California, as amended to date (the “Agreement”), is hereby further amended by the addition of the provisions set forth in this Amendment to the Agreement (“Amendment”), which is made this 8th day of September, 2003.

TRANSFER AGENCY SERVICES AGREEMENT Exhibit A
Transfer Agency Services Agreement • June 28th, 2004 • Pacific Funds
ADDENDUM TO ADVISORY AGREEMENT
Addendum to Advisory Agreement • June 28th, 2004 • Pacific Funds

The Advisory Agreement made the 13th day of June, 2001 between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), a corporation organized under the laws of California, as amended to date (the “Agreement”) is hereby amended by the addition of the provisions set forth in this Agreement (the “Addendum”), which is made this 8th day of September 2003.

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 28th, 2004 • Pacific Funds

The Expense Limitation Agreement made the 13th day of June, 2001, between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), an insurance company domiciled in California, as amended to date (the “Agreement”), is hereby further amended by the addition of the provisions set forth in this Amendment to the Agreement (“Amendment”), which is made this 8th day of September, 2003.

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