0000892569-05-000506 Sample Contracts

FORM OF FUND MANAGEMENT AGREEMENT
Fund Management Agreement • July 13th, 2005 • Pacific Funds • California

AGREEMENT made effective this 26th day of April 2005 among Pacific Life Insurance Company, a California corporation (“Investment Adviser”), and Neuberger Berman Management Inc. (“Fund Manager”), a New York Corporation, and Pacific Funds, a Delaware Statutory Trust (the “Trust”).

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AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 13th, 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.

ADDENDUM TO ADVISORY AGREEMENT
Addendum to Advisory Agreement • July 13th, 2005 • Pacific Funds

The Advisory Agreement made the 13th day of June, 2001 between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), a corporation organized under the laws of California, as amended to date (the “Agreement”) is hereby amended by the addition of the provisions set forth in this Agreement (the “Addendum”), which is made this 5th day of June 2005.

TRANSFER AGENCY SERVICES AGREEMENT Exhibit A
Transfer Agency Services Agreement • July 13th, 2005 • Pacific Funds

PF Portfolio Optimization Model A Fund PF Portfolio Optimization Model B Fund PF Portfolio Optimization Model C Fund PF Portfolio Optimization Model D Fund PF Portfolio Optimization Model E Fund PF AIM Blue Chip Fund PF Goldman Sachs Short Duration Bond Fund PF Janus Growth LT Fund PF Lazard Mid-Cap Value Fund PF Lazard International Value Fund PF MFS International Large-Cap Fund PF Fasciano Small Equity Fund PF Oppenheimer Main Street® Core Fund PF Oppenheimer Emerging Markets Fund PF PIMCO Managed Bond Fund PF PIMCO Inflation Managed Fund PF Pacific Life Money Market Fund PF Salomon Brothers Large-Cap Value Fund PF Van Kampen Comstock Fund PF Van Kampen Mid-Cap Growth Fund PF Van Kampen Real Estate Fund

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