0001193125-14-282664 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 29th, 2014 • Pacific Life Funds • California

This AGREEMENT made effective the 1st day of August, 2014, among Western Asset Management Company, a California 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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PACIFIC LIFE FUNDS AMENDMENT NO. 7 TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • July 29th, 2014 • Pacific Life Funds

THIS AMENDMENT made effective the 1st day of August, 2014, is made to the Fund Management Agreement (the “Agreement”) dated September 24, 2001, as amended on December 31, 2002, August 5, 2004, December 9, 2005 (“2005 Amendment”), May 1, 2007, May 1, 2008, and October 31, 2013, by and among Pacific Life Insurance Company, a Nebraska corporation (“Pacific Life”), Pacific Investment Management Company LLC, a Delaware limited liability company (“PIMCO” or “Fund Manager”), 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, a Delaware Limited Liability Company (the “Investment Adviser”), on May 1, 2007. The Agreement is hereby amended as set forth below (the “Amendment”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT NO. 17 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • July 29th, 2014 • Pacific Life Funds

This Amendment No. 17 to Transfer Agency Services Agreement, dated December 31, 2013 (“Amendment No. 17”), 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 29th, 2014

THIS EXHIBIT A, amended and restated effective as of December 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.

EXHIBIT A
Pacific Life Funds • July 29th, 2014

THIS EXHIBIT A, amended and restated effective as of December 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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