0000950123-10-061748 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • June 28th, 2010 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of July, 2010 among Eaton Vance Management, a Massachusetts Business Trust (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

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EXPENSE LIMITATION AGREEMENT II
Expense Limitation Agreement • June 28th, 2010 • Pacific Life Funds • Delaware

THIS EXPENSE LIMITATION AGREEMENT II (the “Agreement”) is made as of July 1, 2010, by and between Pacific Life Funds (the “Trust”), a Delaware statutory trust, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

ADVISORY FEE WAIVER AGREEMENT PL FLOATING RATE LOAN FUND OF PACIFIC LIFE FUNDS
Advisory Fee Waiver Agreement • June 28th, 2010 • Pacific Life Funds • California

This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Life Funds (the “Trust”), on behalf of the PL Floating Rate Loan Fund, a fund of the Trust (“Fund”) is effective as of July 1, 2010.

AMENDMENT NO. 12 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • June 28th, 2010 • Pacific Life Funds

This Amendment No. 12 to Transfer Agency Services Agreement, dated December 31, 2009 (“Amendment No. 12”), is being entered into by and between PNC Global Investment Servicing (U.S.) Inc. (“PNC”), Pacific Life Insurance Company (“Pacific Life”) and Pacific Life Funds (“Fund”).

SECOND AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 28th, 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.

AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 28th, 2010 • Pacific Life Funds • Delaware

This Amendment (“Amendment”) is made as of the 1st day of January, 2010, by and between PACIFIC LIFE FUNDS (formerly, Pacific Funds) (the “Trust”) and PFPC TRUST COMPANY (“PFPC” or “Custodian”).

ADVISORY FEE WAIVER AGREEMENT PL LARGE-CAP GROWTH FUND OF PACIFIC LIFE FUNDS
Advisory Fee Waiver Agreement • June 28th, 2010 • Pacific Life Funds • California

This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Life Funds (the “Trust”), on behalf of the PL Large-Cap Growth Fund, a fund of the Trust (“Fund”) is effective as of October 1, 2009.

PACIFIC LIFE FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 28th, 2010 • Pacific Life Funds

Reference is made to the Fund Management Agreement (the “Agreement”) made the 1st day of May 2003, as amended, by and among Pacific Life Fund Advisors LLC (“Investment Adviser”), a Delaware limited liability company, Morgan Stanley Investment Management Inc. (“Morgan Stanley”), a Delaware corporation, doing business as Van Kampen (“Fund Manager”), and Pacific Life Funds, a Delaware statutory trust (“Trust”). The Agreement is hereby amended to add the provisions set forth below (together the “Amendment”), which is made effective on the closing date of the Transaction, as such term is defined below (“Effective Date”).

PACIFIC LIFE FUNDS AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • June 28th, 2010 • Pacific Life Funds • Delaware

This Amendment (“Amendment”) is made as of the 1st day of January, 2010, by and among PACIFIC LIFE FUNDS (formerly, Pacific Funds) (the “Fund”), PACIFIC LIFE INSURANCE COMPANY (“Pacific Life”) and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC. (formerly, PFPC Inc.) (“PNC”).

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