0000950123-11-036495 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2011 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of January, 2011 among J.P. Morgan Investment Management Inc., a Delaware corporation (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

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EXHIBIT A
Pacific Life Funds • April 18th, 2011

THIS EXHIBIT A, amended and restated as of December 30, 2010, is Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of August 1, 2001 by and among BNY Mellon Investment Servicing (US) Inc. (formerly PNC Global Investment Servicing (U.S.) Inc.), Pacific Life Insurance Company and Pacific Life Funds.

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT PACIFIC LIFE FUNDS
Pacific Life Funds • April 18th, 2011

THIS AMENDMENT made as of this 1st day of January, 2011 by and among Pacific Life Fund Advisors LLC (“Adviser”), a Delaware limited liability company, Invesco Advisers, Inc., a Delaware corporation (“Subadviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

Form of PURCHASE AGREEMENT
Form of Purchase Agreement • April 18th, 2011 • Pacific Life Funds

Pacific Life Funds (the “Trust”), a Delaware statutory trust, on behalf of the PL Income Fund and Pacific Life Insurance Company, a Nebraska company, (the “Purchaser”), hereby agree as follows:

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2011 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of July, 2011 among T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Massachusetts Business Trust (the “Trust”).

AMENDMENT NO. 3 TO THE ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Administration and Shareholder Services Agreement • April 18th, 2011 • Pacific Life Funds

The Administration and Shareholder Services Agreement first made the 13th day of June, 2001 (the “Agreement”), and subsequently amended from time to time, by and among Pacific Life Funds (formerly, “Pacific Funds”) (the “Fund”), a Delaware statutory (formerly “business”) trust and Pacific Life Insurance Company (the “Administrator”), an insurance company domiciled under the laws of Nebraska (formerly “California”), is hereby amended as follows, effective April 6, 2011 (the “Amendment”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

ADVISORY FEE WAIVER AGREEMENT PL COMSTOCK FUND OF PACIFIC LIFE FUNDS
Advisory Fee Waiver Agreement • April 18th, 2011 • Pacific Life Funds • California

This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Life Funds (the “Trust”), on behalf of the PL Comstock Fund, a fund of the Trust (“Fund”) is effective as of January 1, 2011.

EXHIBIT A
Pacific Life Funds • April 18th, 2011

THIS EXHIBIT A, amended and restated as of December 30, 2010, is Exhibit A to that certain Transfer Agency Services Agreement dated as of August 1, 2001 by and between BNY Mellon Investment Servicing (US) Inc. (formerly PNC Global Investment Servicing (U.S.) Inc.) and Pacific Life Funds.

Form of AMENDMENT NO. 6 TO THE FUND MANAGEMENT AGREEMENT PACIFIC LIFE FUNDS
Pacific Life Funds • April 18th, 2011

THIS AMENDMENT made as of this 3rd day of January, 2011 among Pacific Life Fund Advisors LLC (“Adviser”), a Delaware limited liability company, Massachusetts Financial Services Company, a Delaware corporation doing business as MFS Investment Management (“MFS” or “Fund Manager”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

PACIFIC LIFE FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • April 18th, 2011 • Pacific Life Funds

The Portfolio Management Agreement (the “Agreement”) first made the 3rd day of April, 2002 and amended the 22nd day of July, 2004, and the 17th day of May, 2006, by and among Pacific Life Fund Advisors LLC (the “Investment Adviser”), a Delaware limited liability company, Janus Capital Management LLC (“Portfolio Manager”), a Delaware limited liability company, and Pacific Life Funds, a Delaware business trust (“Pacific Life Funds”), is hereby amended to add the provisions set forth below (the “Amendment”), which is made this 15th day of November, 2010. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

AMENDMENT NO. 2 TO THE ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Administration and Shareholder Services Agreement • April 18th, 2011 • Pacific Life Funds

The Administration and Shareholder Services Agreement first made the 13th day of June, 2001 (the “Agreement”), and subsequently amended from time to time, by and among Pacific Life Funds (formerly, “Pacific Funds”) (the “Fund”), a Delaware statutory (formerly “business”) trust and Pacific Life Insurance Company (the “Administrator”), an insurance company domiciled under the laws of Nebraska (formerly “California”), is hereby amended as follows, effective December 31, 2010 (the “Amendment”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

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