0001193125-03-049024 Sample Contracts

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • September 12th, 2003 • Pacific Funds • California

AGREEMENT made effective this day of , 2003 among Pacific Life Insurance Company, a California corporation (“Investment Adviser”), Goldman Sachs Asset Management, L.P. (“Fund Manager”), a Delaware limited partnership organized under the laws of the State of Delaware, and Pacific Funds, a Delaware statutory trust.

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TRANSFER AGENCY SERVICES AGREEMENT Exhibit A
Transfer Agency Services Agreement • September 12th, 2003 • Pacific Funds
AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 12th, 2003 • Pacific Funds

The Expense Limitation Agreement made the 13th day of June, 2001, between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), an insurance company domiciled in California, as amended to date (the “Agreement”), is hereby further amended by the addition of the provisions set forth in this Amendment to the Agreement (“Amendment”), which is made this 8th day of September, 2003.

Exhibit A PACIFIC FUNDS
Fund Management Agreement • September 12th, 2003 • Pacific Funds

This Exhibit A, effective December 31, 2002, restates and replaces the Exhibit A to the Fund Management Agreement dated September 24, 2001, among Pacific Life Insurance Company, a California Company (“Pacific Life”), Pacific Investment Management Company LLC (“PIMCO” or “Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware Business Trust (“Pacific Funds”) (the “Agreement”), and is executed for the purpose of adding a new fund, the PF PIMCO Inflation Managed Fund, as another Fund governed by the Agreement (in addition to the PF PIMCO Managed Bond Fund).

ADDENDUM TO ADVISORY AGREEMENT
Advisory Agreement • September 12th, 2003 • Pacific Funds

The Advisory Agreement made the 13th day of June, 2001 between PACIFIC FUNDS (the “Trust”), a Delaware statutory trust, and PACIFIC LIFE INSURANCE COMPANY (the “Adviser”), a corporation organized under the laws of California, as amended to date (the “Agreement”) is hereby amended by the addition of the provisions set forth in this Agreement (the “Addendum”), which is made this 8th day of September 2003.

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