0000950123-13-002399 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 19th, 2013 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of May 2013 or the inception date of the PL Large-Cap Growth Fund listed on Exhibit A, among BlackRock Investment Management, LLC, a Delaware limited liability company (“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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PLF ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 19th, 2013 • Pacific Life Funds • Delaware
ADVISORY FEE WAIVER AGREEMENT PL LARGE-CAP GROWTH FUND OF PACIFIC LIFE FUNDS
Advisory Fee Waiver Agreement • April 19th, 2013 • 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 series portfolio of the Trust (the “Fund”), is effective as of January 1, 2013.

AMENDMENT NO. 7 TO THE FUND MANAGEMENT AGREEMENT
Fund Management Agreement • April 19th, 2013 • Pacific Life Funds

THIS AMENDMENT effective as of this 1st day of July, 2013 is made to the Fund Management Agreement (the “Agreement”) dated September 26, 2001, as amended on October 1, 2001, April 1, 2002, December 4, 2003, November 7, 2005, May 1, 2006, May 1, 2007 and January 1, 2011, by and among Massachusetts Financial Services Company, a Delaware Corporation doing business as MFS Investment Management (“Fund Manager”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”). The Agreement is hereby amended as set forth below (together, the “Amendment”), which is effective on July 1, 2013. Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

PLF INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • April 19th, 2013 • Pacific Life Funds • California

This PLF Interim Subadvisory Agreement is made effective the 1st day of January, 2013 by and among Pacific Life Funds, a Delaware Statutory Trust (the “Fund”) Pacific Life Fund Advisors LLC, a Delaware limited liability company (“Investment Adviser”), and BlackRock Investment Management, LLC, a Delaware limited liability company (“Portfolio Manager”).

PLF SUPPORT SERVICES AGREEMENT
PLF Support Services Agreement • April 19th, 2013 • Pacific Life Funds • California

This Support Services Agreement, originally made May 1, 2007, by and among Pacific Life Funds (the “Trust”) a Delaware Statutory Trust, Pacific Life Fund Advisors LLC (“PLFA”), a Delaware limited liability company, and Pacific Life Insurance Company (“Pacific Life” or the “Administrator”), an insurance company now domiciled under the laws of the State of Nebraska, is hereby amended and restated effective December 12, 2012 (the “Agreement”).

ADVISORY FEE WAIVER AGREEMENT PL LIMITED DURATION HIGH INCOME FUND OF PACIFIC LIFE FUNDS
Advisory Fee Waiver Agreement • April 19th, 2013 • 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 Limited Duration High Income Fund, a series portfolio of the Trust (the “Fund”), is effective as of August 1, 2013.

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