0000950123-10-088181 Sample Contracts

FORM OF AMENDMENT NO. 3 TO THE ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT
Administrative and Shareholder Services Agreement • September 22nd, 2010 • Pacific Life Funds

The Administration and Shareholder Services Agreement first made the 13th day of June, 2001 (the “Agreement”), and subsequently amended from time to time, by and among Pacific Life Funds (formerly, “Pacific Funds”) (the “Fund”), a Delaware statutory (formerly “business”) trust and Pacific Life Insurance Company (the “Administrator”), an insurance company domiciled under the laws of Nebraska (formerly “California”), is hereby amended as follows, effective ________ (the “Amendment”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

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FORM OF PL INCOME FUND EXPENSE LIMITATION AGREEMENT
Fund Expense Limitation Agreement • September 22nd, 2010 • Pacific Life Funds • Delaware

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

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