0000892569-06-000581 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • April 26th, 2006 • Pacific Funds • California

AGREEMENT made effective this 1st day of May 2006 among Pacific Life Insurance Company, a Nebraska corporation (“Investment Adviser”), and AllianceBernstein L.P. (“Fund Manager”), and Pacific Funds, a Delaware Statutory Trust (the “Trust”).

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Pacific Funds Agreement Pursuant to Rule 17a-7 of the Investment Company Act of 1940
Agreement • April 26th, 2006 • Pacific Funds

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”).

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • April 26th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2003 by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Morgan Stanley Investment Management Inc., a Delaware corporation, doing business as Van Kampen (“Manager”), and Pacific Funds, a Delaware statutory trust (the “Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 4th day of October, 2005.

FORM OF PACIFIC FUNDS INDEMNIFICATION AGREEMENT
Pacific Funds Indemnification Agreement • April 26th, 2006 • Pacific Funds

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Pacific Funds, a Delaware statutory trust (the “Trust”), and the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

PACIFIC FUNDS AMENDMENT NO. 2 TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement • April 26th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”), the first made the 25th day of September, 2001, and the second made May 4, 2005, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Lazard Asset Management LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Fund”), as amended, (together the “Agreement”), are hereby further amended to add the provisions set forth below, which is made this 15th day of March, 2006.

TRANSFER AGENCY SERVICES AGREEMENT Exhibit A
Transfer Agency Services Agreement • April 26th, 2006 • 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 AllianceBernstein International Value Fund PF Goldman Sachs Short Duration Bond Fund PF Janus Growth LT Fund PF Lazard Mid-Cap Value Fund PF Loomis Sayles Large-Cap Growth Fund PF MFS International Large-Cap Fund PF NB 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

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • April 26th, 2006 • Pacific Funds • California

AGREEMENT made effective this 1st day of December, 2005 among Pacific Life Insurance Company, a Nebraska corporation (“Investment Adviser”), and Salomon Brothers Asset Management Inc., (“Fund Manager”), a Delaware corporation, and Pacific Funds, a Delaware Statutory Trust (the “Trust”).

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