0000892569-05-000456 Sample Contracts

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 23rd, 2005 • Pacific Funds

The Expense Limitation Agreement made the 13th day of June, 2001, between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), an insurance company domiciled in California, as amended to date (the “Agreement”), is hereby further amended by the addition of the provisions set forth in this Amendment to the Agreement (“Amendment”), which is made this 17th day of May, 2005.

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PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of July, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Salomon Brothers Asset Management Inc., (“Fund Manager”), a Delaware corporation, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 1st day of July, 2004.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 24th day of September, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Pacific Investment Management Company LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 5th day of August, 2004.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 3rd day of April, 2002 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Janus Capital Management LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 22nd day of July, 2004.

AGREEMENT REGARDING CONTINUATION OF SUB-ADVISORY AGREEMENTS
Pacific Funds • June 23rd, 2005

Reference is made to the Fund Management Agreement among Lazard Asset Management LLC (“LAM LLC”), Pacific Life Insurance Company (“Investment Adviser”), and Pacific Funds (the “Fund”), dated September 25, 2001, and any amendments thereto, (together the “Agreement”).

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreements (the “Agreement”), dated the 25th day of September, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Lazard Asset Management LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (the “Fund”), are hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 4th day of May, 2005.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of July, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, A I M Capital Management, Inc. (“Fund Manager”), a Texas corporation, and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 26th day of August, 2004.

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