0000950123-09-018696 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 29th, 2009 • Pacific Life Funds • California

This AGREEMENT by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and UBS Global Asset Management (Americas) Inc., (“Fund Manager”), a Delaware Corporation, and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is made effective the 1st day of July, 2009.

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RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 29th, 2009 • Pacific Life Funds • Delaware

THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of July 1, 2008, by and among Pacific Life Funds (the “Trust”), a Delaware statutory trust, Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company, and Pacific Life Insurance Company (“Administrator” or “Pacific Life”), an insurance company domiciled in Nebraska. This Agreement supersedes the prior agreement dated May 1, 2007.

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