Pacific Funds Agreement Pursuant to Rule 17a-7 of the Investment Company Act of 1940

Exhibit (d)(8)(d)

Pacific Funds

Agreement Pursuant to Rule 17a-7 of
the Investment Company Act of 1940

     THIS AGREEMENT, dated as of _April 1, 2002, by and between Pacific Funds (the “Trust”), Pacific Life Insurance Company (the “Adviser”), and MFS Investment Management (the “Fund Manager”).

     WHEREAS, the Adviser, the Trust, and the Fund Manager have entered into a fund management agreement (the “Management Agreement”); and

     WHEREAS, the Fund Manager manages one or more funds of the Trust (each a “Fund”); and

     WHEREAS, at the end of each quarter the Fund Manager is required to prepare and deliver to the Trust’s Board of Trustees a report of all purchase and sale transactions involving each Fund it manages that were executed in reliance on the Trust’s 17a-7 Procedures, including the identity of the counterparty to the transaction (the “Counterparty Information”); and

     WHEREAS, in lieu of providing the Counterparty Information, the Trust’s 17a-7 Procedures allow the Fund Manager to agree in writing, in a form approved by the Trust and Adviser, to maintain the required Counterparty Information as a Fund record in accordance with Rule 17a-7(g) of the Investment Company Act of 1940 (the “1940 Act”) and the terms of the Management Agreement;

     NOW, THEREFORE, the Fund Manager agrees to maintain Counterparty Information required by the Trust’s 17a-7 procedures as a Fund record in accordance with Rule 17a-7(g) of the 1940 Act and the terms of the Management Agreement. The location of these records will be identified in Trust documents as required by law and the Fund Manager agrees to notify the Trust of the location or any change thereto. The current location of these records is:

000 Xxxxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxx, XX 00000

The Fund Manager further agrees to promptly provide the Counterparty Information to the Adviser, the Trust Board, or to any regulatory body that has jurisdiction over the Trust, upon request. Fund Manager shall bear the cost of producing and providing such Fund records on a timely basis.

     This Agreement will automatically terminate upon termination or non-renewal of the Management Agreement, except that Fund records must still be maintained in accordance with the Management Agreement.

PACIFIC FUNDS				MFS INVESTMENT MANAGEMENT
By:		/s/ Xxxxxx X. Xxxxxx		By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx		Name:		Xxxx X. Xxxxxx
Title:		Chairman of the Board and Trustee		Title:		President
PACIFIC LIFE				PACIFIC LIFE
By:		/s/ Xxxxxx X. Xxxxxx		By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxx		Name:		Xxxxx X. Xxxxxxx
Title:		Chairman of the Board and CEO		Title:		President