0000892569-06-000829 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 30th, 2006 • Pacific Funds • California

AGREEMENT made effective this 1st day of October 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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FORM OF PACIFIC FUNDS AMENDMENT NO. 5 TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement • June 30th, 2006 • Pacific Funds

The Portfolio Management Agreement (the “Agreement”) the first made the 2nd day of January, 2001, and as amended thereafter, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Massachusetts Financial Services Company (“Fund Manager”), a Delaware 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 ___ day of ___, 2006.

PACIFIC FUNDS AMENDMENT NO. 3 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 30th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) the first made the 3rd day of April, 2002, and the second made the 22nd day of July, 2004, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska 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 30th day of May, 2006.

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