0000892569-07-000877 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 28th, 2007 • Pacific Life Funds • California

This AGREEMENT by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Fred Alger Management, Inc., a New York Company (“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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CONSENT TO TRANSFER FUND MANAGMENT AGREEMENT
Transfer Fund Managment Agreement • June 28th, 2007 • Pacific Life Funds

Reference is made to the Fund Management Agreement among Pacific Funds (the “Trust”), a Delaware statutory trust, Lazard Asset Management, (“Fund Manager”), a Delaware limited liability company, and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation, dated the 25th day of September, 2001, as amended to date, (the “Agreement”).

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CONSENT TO TRANSFER FUND MANAGMENT AGREEMENT
Transfer Fund Managment Agreement • June 28th, 2007 • Pacific Life Funds

Reference is made to the Fund Management Agreement among Pacific Funds (the “Trust”), a Delaware statutory trust, Massachusetts Financial Services Company, a Delaware corporation, doing business as MFS Investment Management (“Fund Manager”), and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation, dated the 26th day of September, 2001, as amended to date, (the “Agreement”).

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RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 28th, 2007 • Pacific Life Funds • Delaware
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CONSENT TO TRANSFER INVESTMENT ADVISORY AGREEMENT
Transfer Investment Advisory Agreement • June 28th, 2007 • Pacific Life Funds

Reference is made to the Investment Advisory Agreement between Pacific Funds (the “Trust”), a Delaware statutory trust and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation, dated the 13th day of June, 2001, as amended to date, (the “Agreement”).

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CONSENT TO TRANSFER AND AMEND THE FUND MANAGMENT AGREEMENT
Managment Agreement • June 28th, 2007 • Pacific Life Funds

Reference is made to the Fund Management Agreement among Pacific Funds (the “Trust”), a Delaware statutory trust, Pacific Investment Management Company LLC (“Fund Manager”), a Delaware limited liability company and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation, dated the 24th day of September, 2001, as amended to date, (the “Agreement”).

Sample 1
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