SUBADVISORY AGREEMENTSubadvisory Agreement • April 30th, 2010 • Pacific Life Funds • California
AGREEMENT made effective on the Effective Date, as defined below, among Invesco Advisers, Inc. a Delaware corporation (“Subadviser”), a wholly-owned subsidiary of Invesco, Ltd., Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”). The Effective Date shall be the closing date of the transaction between Invesco Ltd. and Morgan Stanley Investment Management, Inc. (“Morgan Stanley”), doing business as Van Kampen (“Van Kampen”), whereby Morgan Stanley agreed to sell the Van Kampen asset management business and portions of Morgan Stanley’s related businesses to Invesco Ltd.
FORM OF RESTATED EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • April 30th, 2010 • Pacific Life Funds • Delaware
SECOND AMENDMENT TO THE FUND MANAGEMENT AGREEMENTFund Management Agreement • April 30th, 2010 • Pacific Life Funds
The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2006 and amended on May 1, 2007, by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), AllianceBernstein L.P. (“Fund Manager”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is hereby amended with the provisions set forth below (together the “Amendment”), which is made this 1st day of January 2010.
