0000892569-06-000088 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • February 6th, 2006 • Pacific Funds • California

AGREEMENT made effective this 1st day of January 2006 among Pacific Life Insurance Company, a Nebraska corporation (“Investment Adviser”), and Loomis, Sayles & Company, L.P. (“Portfolio Manager”), a Delaware Limited Partnership, and Pacific Funds, a Delaware Statutory Trust (the “Trust”).

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PACIFIC FUNDS ADDENDUM TO ADVISORY AGREEMENT
Addendum to Advisory Agreement • February 6th, 2006 • 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 Nebraska, 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 1st day of May, 2006.

FORM OF FUND MANAGEMENT AGREEMENT
Management Agreement • February 6th, 2006 • Pacific Funds • California

AGREEMENT made effective this ___day of ___2005 among Pacific Life Insurance Company, a Nebraska corporation (“Investment Adviser”), and Alliance Capital Management, L.P. (“Fund Manager”), a [insert full legal name of manager] Company, and Pacific Funds, a Delaware Statutory Trust (the “Trust”).

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