0000950123-12-009633 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • June 28th, 2012 • Pacific Life Funds • California

AGREEMENT made effective the 29th day of June, 2012 among Ashmore Investment Management Limited, a private company incorporated in the United Kingdom (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust.

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ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Administration and Shareholder Services Agreement • June 28th, 2012 • Pacific Life Funds • Delaware
AMENDMENT TO THE PLF EXPENSE LIMITATION AGREEMENT III
Expense Limitation Agreement Iii • June 28th, 2012 • Pacific Life Funds

THIS AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT III (the “Amendment”) effective July 1, 2012, between Pacific Life Funds (the “Trust”), a Delaware statutory trust, on behalf of the Funds designated in Schedule A hereto, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

AMENDMENT TO THE ADVISORY FEE WAIVER AGREEMENT for PL Comstock Fund of Pacific Life Funds
Advisory Fee Waiver Agreement • June 28th, 2012 • Pacific Life Funds

THIS AMENDMENT TO ADVISORY FEE WAIVER AGREEMENT (the “Amendment”) is effective as of June 30, 2012, between Pacific Life Funds (the “Trust”), a Delaware statutory trust, on behalf of PL Comstock Fund, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

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