0000892569-07-000318 Sample Contracts

FORM OF PORTFOLIO MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 2007 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of May, 2007 among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Fred Alger Management, Inc., a company (“Portfolio Manager”), and Pacific Select Fund, a Massachusetts Business Trust (the “Fund”).

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FORM OF AMENDMENT NO. 3 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • March 23rd, 2007 • Pacific Life Funds

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

PACIFIC LIFE FUNDS AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 23rd, 2007 • Pacific Life Funds • Delaware

This Amendment (“Amendment”) is made as of the 1st day of January, 2007, by and among PACIFIC LIFE FUNDS (formerly, Pacific Funds) (the “Fund”), PACIFIC LIFE INSURANCE COMPANY (“Pacific Life”) and PFPC INC. (“PFPC”).

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