0000940400-03-000552 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • November 28th, 2003 • Pacific Funds • California

AGREEMENT made effective this 1st day of May 2003 among Pacific Life Insurance Company, a California corporation ("Investment Adviser"), and Morgan Stanley Investment Management Inc., a Delaware corporation doing business as Van Kampen ("Manager"), and Pacific Funds, a Delaware Business Trust (the "Fund").

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ADDENDUM TO ADVISORY AGREEMENT
Addendum to Advisory Agreement • November 28th, 2003 • 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 8th day of September 2003.

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