0000950123-13-005135 Sample Contracts

EXHIBIT A
Pacific Life Funds • July 30th, 2013

THIS EXHIBIT A, amended and restated effective as of July 31, 2013, 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., Pacific Life Insurance Company and Pacific Life Funds.

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AMENDMENT NO. 2 TO FUND MANAGEMENT AGREEMENT
Fund Management Agreement • July 30th, 2013 • Pacific Life Funds

THIS AMENDMENT effective as of this 28th day of September 2012 is made to the Fund Management Agreement (the “Agreement”) made the 1st day of July 2009, by and among UBS Global Asset Management (Americas) Inc., a Delaware Corporation (“Fund Manager”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”). The Agreement is hereby amended as set forth below (together, the “Amendment”), which is effective on September 28, 2012. Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

PACIFIC LIFE FUNDS AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • July 30th, 2013 • Pacific Life Funds • Delaware

This Amendment (“Amendment”) is made as of the 1st day of April, 2013, by and among PACIFIC LIFE FUNDS (formerly, Pacific Funds) (the “Fund”), PACIFIC LIFE INSURANCE COMPANY (“Pacific Life”) and BNY MELLON INVESTMENT SERVICING (US) INC. (formerly, PNC GLOBAL INVESTMENT SERVICING (U.S.) INC. and prior, PFPC Inc.) (“BNY Mellon”). This Amendment is effective as of April 1, 2013 (the “Effective Date”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 30th, 2013 • Pacific Life Funds

This Amendment is made to the Subadvisory Agreement dated July 1, 2010, as amended December 7, 2012 and as novated August 1, 2013 (the “Subadvisory Agreement”), by and among Boston Management and Research, a Massachusetts business trust (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware limited liability company (the “Investment Adviser”) and Pacific Life Funds, a Delaware statutory trust (the “Trust”), and is effective the 1st day of August, 2013. Capitalized terms not defined herein shall have the meaning given to them in the Subadvisory Agreement.

AMENDMENT TO THE PLF EXPENSE LIMITATION AGREEMENT III
Expense Limitation Agreement • July 30th, 2013 • Pacific Life Funds

THIS AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT III (the “Amendment”) effective as of August 1, 2013, between Pacific Life Funds (the “Trust”), a Delaware statutory trust, on behalf of the Funds designated in Schedule A hereto, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • July 30th, 2013 • Pacific Life Funds • Delaware

This Amendment (“Amendment”) is made as of the 1st of April 2013, by and between PACIFIC LIFE FUNDS (formerly, Pacific Funds) (the “Trust”) and THE BANK OF NEW YORK MELLON, successor in assignment to PFPC Trust Company (“Custodian”).

AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • July 30th, 2013 • Pacific Life Funds

THIS AMENDMENT effective as of this 31st day of October, 2013 is made to the Fund Management Agreement (the “Agreement”) dated September 24, 2001, as amended December 31, 2002, August 5, 2004, December 9, 2005 and May 1, 2008, by and among Pacific Life Insurance Company, a Nebraska corporation (“Pacific Life”), Pacific Investment Management Company LLC (“PIMCO” or “Fund Manager”), a Delaware limited liability company, and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”), which agreement was transferred and assigned from Pacific Life to Pacific Life Fund Advisors LLC (“Investment Adviser”), a Delaware Limited Liability Company, on May 1, 2007 and was amended on that date. The Agreement is hereby amended as set forth below (together, the “Amendment”), which is effective on October 31, 2013. Capitalized terms not defined herein shall have the meaning given to them in the Agreement; capitalized terms defined herein shall supersede terms that reference the same entity(ies) but t

AMENDMENT TO THE ADVISORY FEE WAIVER AGREEMENT PL Floating Rate Loan Fund of Pacific Life Funds
Advisory Fee Waiver Agreement • July 30th, 2013 • Pacific Life Funds

THIS AMENDMENT TO ADVISORY FEE WAIVER AGREEMENT (the “Amendment”) by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Life Funds (the “Trust”), on behalf of the PL Floating Rate Loan Fund, a fund of the Trust (“Fund”), is effective as of August 1, 2013.

NOVATION AGREEMENT
Novation Agreement • July 30th, 2013 • Pacific Life Funds

This Novation Agreement (the “Agreement”) by and among Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”), Boston Management and Research, a Massachusetts business trust (“BMR”), Pacific Life Fund Advisors LLC, a Delaware limited liability company (the “Investment Adviser”) and Pacific Life Funds, a Delaware statutory trust (the “Trust”), is effective the 1st day of August, 2013.

AMENDMENT NO. 15 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • July 30th, 2013 • Pacific Life Funds

This Amendment No. 15 to Transfer Agency Services Agreement, dated April 1, 2013 (“Amendment No. 15”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Pacific Life Insurance Company (“Pacific Life”) and Pacific Life Funds (“Fund”). This Amendment is effective as of April 1, 2013 (the “Effective Date”).

AMENDMENT NO. 16 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • July 30th, 2013 • Pacific Life Funds

This Amendment No. 16 to Transfer Agency Services Agreement, dated July 31, 2013 (“Amendment No. 16”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Pacific Life Insurance Company (“Pacific Life”) and Pacific Life Funds (“Fund”).

EXHIBIT A
Pacific Life Funds • July 30th, 2013

THIS EXHIBIT A, amended and restated effective as of July 31, 2013 is Exhibit A to that certain Custodian Services Agreement dated as of June 20, 2001 by and between The Bank of New York Mellon (as assigned by PFPC Trust Company) and Pacific Life Funds.

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