0000892569-07-000348 Sample Contracts

FORM OF FUND MANAGEMENT AGREEMENT
Fund Management Agreement • March 29th, 2007 • Pacific Life Funds • California

This AGREEMENT by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and NFJ Investment Group L.P., a Delaware limited partnership (“Fund Manager”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is made effective the 1st day of July, 2007.

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FORM OF CONSENT TO TRANSFER ADVISORY AGREEMENT
Transfer Advisory Agreement • March 29th, 2007 • Pacific Life Funds

Reference is made to the Advisory Agreement among Pacific Life Funds (the “Trust”) and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”) dated the ___day of ___, 200_, as amended to date, (the “Agreement”).

AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 29th, 2007 • Pacific Life Funds • Delaware

This Custodian Services Agreement (“Agreement”) dated June 20, 2001, as amended January 1, 2003, by and between PACIFIC LIFE FUNDS (formerly, Pacific Funds) (the “Trust”) and PFPC TRUST COMPANY (“PFPC” or “Custodian”) is hereby amended to add the provisions set forth below (“Amendment”), which is made as of the 1st day of January, 2007 (“Effective Date”).

PACIFIC LIFE FUNDS AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • March 29th, 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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