0000892569-08-000956 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 30th, 2008 • Pacific Life Funds • California

This AGREEMENT by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Highland Capital Management, L.P. (“Fund Manager”), a Delaware limited partnership, and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is made effective the 1st day of July, 2008.

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FEE WAIVER AGREEMENT
Fee Waiver Agreement • June 30th, 2008 • Pacific Life Funds • Delaware

THIS FEE WAIVER AGREEMENT (the “Agreement”) is made as of November 14, 2005, by and between Pacific Funds (the “Trust”), a Delaware business trust, and Pacific Select Distributors, Inc. (the “Distributor”), a corporation domiciled in California.

PACIFIC LIFE FUNDS AMENDMENT NO. 4 TO THE FUND MANAGEMENT AGREEMENT WITH PIMCO
Fund Management Agreement • June 30th, 2008 • Pacific Life Funds

The Fund Management Agreement (the “Agreement”) first made the 1st day of September, 2001 and amended the 2nd day of August, 2004 , on the 9th day of December, 2005, and again on the 1st day of May 2007, by and among Pacific Life Insurance Company, a Nebraska corporation (“Pacific Life”), Pacific Investment Management Company LLC (“PIMCO”), a Delaware limited liability company, and Pacific Life Funds, a Delaware statutory trust (“Trust”), which Agreement was transferred and assigned from Pacific Life to Pacific Life Fund Advisors LLC (the “Investment Adviser”), a Delaware limited liability company, on the 1st day of May 2007 and was amended a third time on that date, is hereby amended a fourth time to add the provisions set forth below (the “Amendment”), which is made this 1st day of May, 2008. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

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